Post-REMIC Conversion Sample Clauses

Post-REMIC Conversion. (a) Following a REMIC Conversion, the Securities Administrator shall, to the extent under its control, conduct the affairs of the Owner Trust Estate at all times that any Certificates and REMIC Securities are outstanding so as to maintain the status of each REMIC formed in connection with such REMIC Conversion as a REMIC under the Code and applicable Treasury regulations. The Securities Administrator shall not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of any such REMIC formed in connection with such REMIC Conversion. (b) The Holder of the greatest percentage interest in a related class of Residual Certificates shall be the “tax matters person” for each related REMIC formed pursuant to the REMIC Class A Indenture. Such Holder hereby agrees to appoint the Securities Administrator, or any successor thereto or assignee thereof, to serve on its behalf as tax administrator under the REMIC Class A Indenture with respect to each such REMIC. (c) For federal income tax reporting purposes, following a REMIC Conversion, each Holder of a Certificate shall take positions that are consistent with the intended tax treatment of the then existing Owner Trust Estate as one or more REMICs and the tax treatment expressed in the REMIC Class A Indenture and Underlying REMIC Trust Pooling and Servicing Agreement with regard to distributions and other transactions contemplated therein. Each Holder of a Certificate shall consent and agree to any additional obligations that may be imposed on such Holder by amendment of this Trust Agreement by the parties hereto with respect to any taxes imposed on any REMIC formed in connection with a REMIC Conversion (other than those arising due to negligence or willful misconduct of a particular party), including, without limitation, provisions that allow the Securities Administrator to retain amounts sufficient to pay such taxes (to the extent otherwise unpaid) from amounts otherwise distributable to such Holder from the Certificate Distribution Account.